Methods, systems and securities for assuring a company an opportunity to sell stock after a specified time

ABSTRACT

Various embodiments of the present invention relate to methods, systems and securities for assuring a company an opportunity to sell stock (e.g., common stock) after a specified time. One embodiment relates to receiving collateral security data including a collateral security issue price and a collateral security issue-date stock price, as well as variable share forward-contract data including a variable-share forward-contract maturity date; generating a variable-share determination trigger through a comparison of a current date to the variable-share forward-contract maturity date; determining a current stock price derived from current market data or an average historical stock trading price in accordance with the variable-share forward-contract data; calculating a number of shares associated with the variable-share forward contract; and executing a transaction for the calculated number of shares associated with the variable-share forward-contract data.

CROSS-REFERENCE TO RELATED APPLICATIONS

This application is a continuation of and claims priority under 35 U.S.C. §120 to U.S. application Ser. No. 10/677,838, filed on Oct. 2, 2003 now U.S. Pat. No. 7,788,154 and entitled, “METHODS, SYSTEMS AND SECURITIES FOR ASSURING A COMPANY AN OPPORTUNITY TO SELL STOCK AFTER A SPECIFIED TIME,” which in turn claims the benefit under 35 U.S.C. 119(e) of U.S. Provisional Application Ser. No. 60/415,611, filed Oct. 2, 2002.

FIELD OF THE INVENTION

Various embodiments of the present invention relate to methods, systems and securities for assuring a company an opportunity to sell stock (e.g., common stock) after a specified time.

More particularly, one embodiment of the present invention relates to a method implemented by a programmed computer system for use in connection with the sale of stock by a first entity, which method comprises the steps of: inputting data regarding the sale, by the first entity to a second entity, of a security consisting of: (i) a post-paid forward contract which obligates the second entity to purchase a fixed number of shares stock of the first entity; and (ii) debt; inputting data regarding the purchase, by the first entity from the second entity, of a pre-paid forward contract which obligates the second entity to deliver to the first entity a variable number of shares of stock in the first entity; inputting a then-current stock price associated with the stock of the first entity; calculating a number of shares underlying the pre-paid forward contract, based on a formula that is a function of a then-current stock price and a remaining maturity associated with the pre-paid forward contract; recording the data regarding the sale, by the first entity to the second entity, of the security consisting of: (i) the post-paid forward contract; and (ii) the debt; recording the data regarding the purchase, by the first entity from the second entity, of the pre-paid forward contract; and recording the calculated number of shares underlying the pre-paid forward contract.

Another embodiment of the present invention relates to a security, comprising: (a) a post-paid forward contract between a first entity and a second entity, which post-paid forward contract obligates the second entity to purchase a fixed number of shares stock of the first entity; (b) debt of the first entity; and (c) a pre-paid forward contract between the first entity and the second entity, which pre-paid forward contract obligates the second entity to deliver to the first entity a variable number of shares of stock in the first entity.

For the purposes of the present application the term “entity” is intended to refer to any person, organization, or group.

Further, for the purposes of the present application the term “security” is intended to refer to an instrument evidencing debt and/or ownership of asset(s).

Further still, for the purposes of the present application the term “delivery” is intended to refer to physical delivery of an instrument evidencing debt and/or ownership of asset(s) and/or delivery of equivalent value.

DETAILED DESCRIPTION OF THE INVENTION

Detailed embodiments of the present invention are disclosed herein; however, it is to be understood that the disclosed embodiments are merely illustrative of the invention that may be embodied in various forms. In addition, each of the examples given in connection with the various embodiments of the invention are intended to be illustrative, and not restrictive. Further, the figures are not necessarily to scale, some features may be exaggerated to show details of particular components. Therefore, specific structural and functional details disclosed herein are not to be interpreted as limiting, but merely as a representative basis for teaching one skilled in the art to variously employ the present invention.

One embodiment of the present invention relates to a method implemented by a programmed computer system for use in connection with the sale of stock by a first entity, which method comprises the steps of: inputting data regarding the sale, by the first entity to a second entity, of a security consisting of: (i) a post-paid forward contract which obligates the second entity to purchase a fixed number of shares stock of the first entity; and (ii) debt; inputting data regarding the purchase, by the first entity from the second entity, of a pre-paid forward contract which obligates the second entity to deliver to the first entity a variable number of shares of stock in the first entity; inputting a then-current stock price associated with the stock of the first entity; calculating a number of shares underlying the pre-paid forward contract, based on a formula that is a function of a then-current stock price and a remaining maturity associated with the pre-paid forward contract; recording the data regarding the sale, by the first entity to the second entity, of the security consisting of: (i) the post-paid forward contract; and (ii) the debt; recording the data regarding the purchase, by the first entity from the second entity, of the pre-paid forward contract; and recording the calculated number of shares underlying the pre-paid forward contract.

Another embodiment of the present invention relates to a security, comprising: (a) a post-paid forward contract between a first entity and a second entity, which post-paid forward contract obligates the second entity to purchase a fixed number of shares stock of the first entity; (b) debt of the first entity; and (c) a pre-paid forward contract between the first entity and the second entity, which pre-paid forward contract obligates the second entity to deliver to the first entity a variable number of shares of stock in the first entity.

In one example, the stock of the first entity may be common stock in a public company.

In another example, the post-paid forward contract may obligate the first entity to sell and the second entity to purchase, at maturity of the post-paid forward contract, a fixed number of shares of stock in the first entity for a fixed price.

In another example, the fixed price may essentially equal a face amount of the debt.

In another example, the first entity may pay, to the second entity, a contract fee on the post-paid forward contract.

In another example, the contract fee may be paid once.

In another example, the contract fee may be paid periodically at a time selected from the group including (but not limited to): (a) daily; (b) weekly; (c) monthly; (d) quarterly; (e) semi-annually; and (f) annually.

In another example, the debt may be initially pledged as collateral to secure the obligations of the second entity under the post-paid forward contract.

In another example, the second entity may have the right to recollateralize the post-paid forward contract.

In another example, the debt may pay a fixed cash coupon, subject to reset.

In another example, the coupon may be paid periodically at a time selected from the group including (but not limited to): (a) daily; (b) weekly; (c) monthly; (d) quarterly; (e) semi-annually; and (f) annually.

In another example, the coupon may be reset and the debt may be remarketed.

In another example, the pre-paid forward contract may obligate the second entity to deliver to the first entity a variable number of shares of stock in the first entity depending on a price of the stock at maturity of the pre-paid forward contract.

In another example, the first entity may pre-pay the purchase price of the stock and may need not pay for the stock at the time of delivery.

In another example, at least a portion of the purchase price of the stock may be paid to the second entity at the time of issuance of the pre-paid forward contract with the remaining portion funded through periodic contract payments.

In another example, the contract payments may be paid periodically at a time selected from the group including (but not limited to): (a) daily; (b) weekly; (c) monthly; (d) quarterly; (e) semi-annually; and (f) annually.

In another example, prior to maturity of the pre-paid forward contract, the first entity may have the right to fix the number of shares underlying the pre-paid forward contract, based on a formula that is a function of a then-current stock price and a remaining maturity associated with the pre-paid forward contract.

In another example, the post-paid forward contract and the debt may be initially pledged as collateral to secure the obligations of the second entity to deliver stock pursuant to the pre-paid forward contract.

In another example, the second entity may have the right to recollateralize the pre-paid forward contract with common stock of the first entity.

An overview of one embodiment of the present invention will now be described. Of note, this embodiment of the present invention may hereinafter sometimes be referred to as a PACES structure (or security). In any case, such a PACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Summary Description         -   Security which assures Company opportunity to sell stock             (e.g., common stock) at the end of a certain time period             (e.g., three years)         -   Company sells PACES security consisting of: (i) a 3-year             (or, in another example, 5-year) post-paid forward contract             to purchase a fixed number of shares of Company common stock             (the “Fixed-Share Forward Contract”); and (ii) 5-year (or,             in another example, 7-year) debt (the “Resettable             Remarketable Debt” or the “Debt”) to investors     -   Fixed-Share Forward Contract         -   Maturity is 3 years (or, in another example, 5 years)         -   Obligates Company to sell and investor(s) to purchase at             maturity a fixed number of shares of Company common stock             for a fixed price             -   Purchase price may equal face amount of Debt         -   Depending on terms, Company may pay contract fees (e.g.,             quarterly) to investor(s) on the Fixed-Share Forward             Contract         -   Debt may initially be pledged as collateral to secure             investors' obligations under the Fixed-Share Forward             Contract             -   Investor(s) may have the right to recollateralize the                 Fixed-Share Forward Contract with Treasury Securities     -   Resettable Remarketable Debt         -   Maturity is five years (or, in another example, could be             seven years if the Fixed-Share Forward is structured to have             maturity of 5 years)         -   Debt may pay a cash coupon (e.g., fixed, quarterly) subject             to reset at end of 2¼ years (or, in another example, 4¼             years)         -   After 2¾ years (or, in another example, 4¾ years), interest             rate may be reset and Debt may be remarketed to new             investor(s) for at least a certain percentage (e.g. 100.5%)             of purchase price of portfolio of Treasury Securities which             defeases the purchase price under the Fixed-Share Forward             and the remaining payment (e.g., quarterly payment) on the             Debt through the maturity of the Fixed-Share Forward             Contract (assuming the interest rate on the Debt is not             reset)     -   Treasury/Agency Collateralized PACES         -   Variation in which PACES security consists of Treasury             Securities (or, in another example, US Government Agency             Securities) in lieu of Resettable Remarketable Debt             -   Treasury Securities (or Agency Securities) may have a                 face amount at maturity of the Fixed-Share Forward                 Contract equal to the Fixed-Share Forward Contract                 purchase price             -   Holders of PACES may receive yield on Treasury                 Securities (or Agency Securities), in addition to                 Contract Fees, if any, that Company pays on Fixed-Share                 Forward

Referring now to a specific example of the present invention, a PACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Issuer: Any desired entity (the “Company”)     -   Securities         -   Company issues PACES security initially consisting of:             -   a 3-year (or, in another example, 5-year) post-paid                 forward contract to purchase a fixed number of shares                 (e.g., 1.000 shares) of Company common stock for cash                 (the “Fixed-Share Forward Contract”); and             -   5-year (or, in another example, 7-year) debt (the                 “Resettable Remarketable Debt” or “Debt”). The Debt may                 initially be pledged as collateral to secure investors'                 purchase obligations under the Fixed-Share Forward                 Contract. (Alternatively, in lieu of Resettable                 Remarketable Debt, PACES security may contain Treasury                 Securities and/or US Government Agency Securities (see                 “Treasury/Agency-Collateralized PACES” below).)     -   Issue Price: Any desired amount (e.g., $25 per PACES when         Company stock price=$25 [of note, the two values do not         necessarily have to be equal]).     -   Fixed-Share Forward Contract         -   Irrevocable contract between Company and investor(s)             specifying the future sale by Company of a fixed number of             shares of its common stock (e.g., 1.000 shares) in exchange             for a fixed dollar amount (the “Fixed-Share Forward Contract             Price”) in 3 years (or, in another example, 5 years). The             Fixed-Share Forward Contract Price may equal the principal             amount of the Debt and may be payable only in cash (i.e.,             investor(s) may be required to use cash to settle the             Fixed-Share Forward Contract).         -   Investor(s) may settle the Fixed-Share Forward prior to             maturity.         -   The Fixed-Share Forward Contract may automatically terminate             in the event of Company bankruptcy. If, in the event of a             failed remarketing, Company fails to pay put proceeds to             investor(s) who exercise their put rights on the Resettable             Remarketable Debt (see below), the maturity of the             Fixed-Share Forward Contract may be extended to the             Extension Date, which (in one example) may be six days after             the original maturity date. Investor(s) may elect to settle             the Fixed-Share Forward Contract (e.g., with cash) prior to             the Extension Date. If investor(s) have not settled the             Fixed-Share Forward Contract prior to the Extension Date,             the Fixed-Share Forward Contract may automatically             terminate.     -   Contract Fees on Fixed-Share Forward: Company may pay contract         fees (e.g., quarterly) on the Fixed-Share Forward Contract at         any desired annual rate (Depending on the terms of particular         PACES issuance, Company may not be required to pay contract fees         on the Fixed-Share Forward Contract).     -   Resettable Remarketable Debt         -   The Resettable Remarketable Debt may be issued by Company             with any desired principal amount (e.g., $25) and may have a             maturity of 5 years (or, in another example, 7 years).             Company may make interest payments (e.g., on a quarterly             basis) at any desired annual rate on the principal amount.             After year 2¾ (or, in another example, year 4¾), the             interest rate on the Debt may be reset and the Debt may be             remarketed (see “Mechanics of Reset and Remarketing” below).         -   In the event of a failed remarketing, the Debt may be             puttable by investor(s) at face value.     -   Mechanics of Reset and Remarketing: At year 2¾ (or, in another         example, year 4¾), each holder of the Debt (whether the Debt is         held separately or as part of the PACES security) may determine         whether it intends to participate in the remarketing. If         holder(s) elect to participate in the remarketing, an         independent Remarketing Agent may determine the appropriate         Reset Rate and attempt to remarket the notes on behalf of such         holder(s) for an amount equal to at least a certain percentage         (e.g., 100.5%) of the Treasury Consideration, where the Treasury         Consideration is the amount of Treasury Securities with a face         amount at the Fixed-Share Forward Contract settlement date         sufficient to fund: (i) the Fixed-Share Forward Contract         Price; (ii) the interest payment (e.g., quarterly interest         payment) on the Debt such holder(s) would otherwise be entitled         to if the Debt were not reset and remarketed; and (iii) any         accrued and unpaid interest on the Debt. Holder(s) who elect not         to participate in the remarketing may be required to deliver         specified U.S. Treasury Securities to the Forward Contract Agent         on the designated date prior to the remarketing.     -   Transferability of the Debt: Subject to the requirement to post         substitute collateral (see “Substitution of Pledged Securities”         below), the Debt may be freely transferable.     -   Substitution of Pledged Securities: The Debt may initially be         pledged as collateral to secure investors' obligations under the         Fixed-Share Forward Contract. However, each holder may have the         right prior to the remarketing of the Debt to substitute for the         Debt held by the collateral agent Treasury Securities maturing         on the maturity date of the Fixed-Share Forward Contract and         with a face amount equal the principal amount of the Debt. Upon         the substitution of such collateral, the Debt may be released to         the holder, creating “Stripped PACES.”     -   Listing of Stripped Units: If Stripped PACES and Debt are         separately traded to a sufficient extent that applicable         exchange listing requirements are met, Company may endeavor to         cause such securities to be listed on the exchange on which the         PACES are then listed.     -   Recreating PACES: Prior to the remarketing, a holder of Stripped         PACES may have the right to subsequently recreate PACES by         delivering Stripped PACES and the corresponding amount of Debt         to the collateral agent in exchange for PACES and the release of         the Treasury Securities previously pledged as collateral.     -   Bankruptcy or Default:         -   In case of bankruptcy prior to maturity, the Fixed-Share             Forward Contract may automatically terminate. If, in the             event of a failed remarketing, investor(s) exercise the put             right on the Debt but Company fails to satisfy its             obligations under that put, the maturity of the Fixed-Share             Forward Contract may be extended to the Extension Date,             which (in one example) may be six days after the original             maturity date. Investor(s) may elect to settle the             Fixed-Share Forward Contract (e.g., with cash) prior to the             Extension Date. If investor(s) have not settled the             Fixed-Share Forward Contract prior to the Extension Date,             the Fixed-Share Forward Contract may automatically             terminate.     -   Treasury/Agency-Collateralized PACES         -   In lieu of Resettable Remarketable Debt, PACES may instead             contain Treasury Securities (or, in another example, US             Government Agency Securities) with a face amount at maturity             of the Fixed-Share Forward Contract equal to the Fixed-Share             Forward Contract Price.         -   Holder(s) of PACES may receive the yield on the Treasury             Securities (or US Government Agency Securities) in addition             to contract fees, if any, that Company pays on the             Fixed-Share Forward Contract.

An overview of another embodiment of the present invention will now be described. Of note, this embodiment of the present invention may hereinafter sometimes be referred to as a SPACES structure (or security). In any case, such a SPACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Summary Description         -   Security which assures Company opportunity to sell stock             (e.g., common stock) at the end of a certain time period             (e.g., three years)         -   At inception, Company does the following (may be essentially             simultaneously):             -   Sells PACES consisting of: (i) a 2¾-year (see note 1,                 below) post-paid forward contract to purchase a fixed                 number of shares of Company common stock (the                 “Fixed-Share Forward Contract”) and (ii) 5-year (see                 note 1, below) debt (the “Resettable Remarketable Debt”                 or the “Debt”) to investor(s)             -   Purchases from the same investor(s) a 3-year (see note                 1, below) pre-paid forward contract to acquire a                 variable number of shares of Company common stock (the                 “Variable-Share Forward Contract”)     -   Fixed-Share Forward Contract         -   Maturity is 2¾ years (see note 1, below)         -   Obligates Company to sell and investor(s) to purchase at             maturity a fixed number of shares of Company common stock             for a fixed price             -   Purchase price may equal face amount of Debt         -   Depending on terms, Company may pay contract fees (e.g.,             quarterly) to investor(s) on the Fixed-Share Forward             Contract         -   Debt may initially be pledged as collateral to secure             investors' obligations under the Fixed-Share Forward             Contract             -   Investor(s) may have the right to recollateralize                 Fixed-Share Forward Contract with Treasury Securities     -   Variable-Share Forward Contract         -   Maturity is three years (see note 1, below)         -   Obligates investor(s) to deliver to Company a variable             number of shares depending on stock price at maturity             -   Company may pre-pay purchase price and may need not pay                 for such stock at time of delivery             -   Portion of purchase price may be paid to investor(s) at                 time of SPACES issuance; remaining portion may be funded                 through contract payments (e.g., quarterly)         -   Prior to maturity, Company may have the right to fix the             number of shares underlying the Variable-Share Forward             Contract, based on a pre-specified formula that is a             function of then-current stock price and remaining maturity         -   Specified amount of PACES may be initially pledged as             collateral to secure investors' obligations to deliver stock             pursuant to the Variable-Share Forward             -   Investor(s) may have right to recollateralize                 Variable-Share Forward with Company common stock (number                 of shares which must be pledged may equal maximum number                 of shares deliverable under that contract)     -   Resettable Remarketable Debt         -   Maturity is five years (see note 1, below)         -   Debt may pay fixed (see note 2, below) coupon (e.g.,             quarterly cash coupon), subject to reset at end of 2½ years             (see note 3, below)         -   After 2½ years (see note 3, below), interest rate may be             reset and Debt may be remarketed to new investor(s) for at             least a certain percentage (e.g., 100.5%) of purchase price             of portfolio of Treasury Securities which defeases the             purchase price under the Fixed-Share Forward and the             remaining payment (e.g., quarterly) on the Debt through the             maturity of the Fixed-Share Forward Contract (assuming the             interest rate on the Debt is not reset)     -   Treasury/Agency Collateralized SPACES         -   Variation on SPACES in which PACES consist of Treasury             Securities (or, in another example, US Government Agency             Securities) in lieu of Resettable Remarketable Debt             -   Treasury Securities (or Agency Securities) may have a                 face amount at maturity of Fixed-Share Forward Contract                 equal to Fixed-Share Forward Contract purchase price             -   Holder(s) of PACES may receive yield on Treasury                 Securities (or Agency Securities) in addition to                 contract payments, if any, that Company makes on                 Fixed-Share Forward

Referring now to a specific example of the present invention, a SPACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Issuer: Any desired entity (the “Company”)     -   Securities         -   The issuance of SPACES contemplates:             -   (a) The sale to investor(s) of PACES initially                 consisting of:                 -   a 2¾-year (see note 1, below) post-paid forward                     contract to purchase a fixed number of shares (e.g.,                     1.000 share) of Company common stock for cash (the                     “Fixed-Share Forward Contract”); and                 -   5-year (see note 1, below) debt (the “Resettable                     Remarketable Debt” or “Debt”). The Debt may                     initially be pledged as collateral to secure                     investors' purchase obligations under the                     Fixed-Share Forward Contract. (Alternatively, in                     lieu of Resettable Remarketable Debt, PACES may                     contain Treasury Securities or US Government Agency                     Securities (see “Treasury/Agency-Collateralized                     SPACES” below).)             -   (b) The purchase by Company from the same investor(s) of                 a 3-year (see note 1, below) pre-paid forward contract                 to acquire a variable number of shares of Company common                 stock (the “Variable-Share Forward Contract”). Company                 may pay a portion of the purchase price upfront; the                 remainder may be paid to investor(s) through contract                 fees (e.g., quarterly). A specified portion of the PACES                 may initially be pledged as collateral to secure                 investors' obligations to deliver common stock to                 Company under the Variable-Share Forward Contract     -   Issue Price: Any desired amount (e.g., $25 per SPACES when         Company stock price=$25=“Reference Price” [of note, the SPACES         price and the Company Stock Price/Reference Price do not         necessarily have to be equal]). The SPACES issue price may be         the issue price of the PACES (a certain amount for the         Fixed-Share Forward Contract plus a certain amount for the         Debt), less an upfront price paid by Company for the         Variable-Share Forward Contract.     -   Fixed-Share Forward Contract         -   Irrevocable contract between Company and investor(s)             specifying the future sale by Company of a fixed number of             shares (e.g., 1.000 share (see note 4, below)) of its common             stock in exchange for a fixed dollar amount (the             “Fixed-Share Forward Contract Price”) in 2¾ years (see note             1, below). The Fixed-Share Forward Contract Price may equal             the principal amount of the Debt and may be payable only in             cash (i.e., investor(s) may need to use cash to settle the             Fixed-Share Forward Contract).         -   Subject to the requirement to post substitute collateral for             the Variable-Share Forward Contract, investor(s) may settle             the Fixed-Share Forward prior to maturity.         -   The Fixed-Share Forward Contract may automatically terminate             in the event of Company bankruptcy. If, in the event of a             failed remarketing, Company fails to pay put proceeds to             investor(s) who exercise their put rights on the Resettable             Remarketable Debt (see below), the maturity of the             Fixed-Share Forward Contract may be extended to the             Extension Date, which (in one example) may be six days after             the original maturity date. Investor(s) may elect to settle             the Fixed-Share Forward Contract (e.g., with cash) prior to             the Extension Date. If investor(s) have not settled the             Fixed-Share Forward Contract prior to the Extension Date,             the Fixed-Share Forward Contract may automatically             terminate.     -   Contract Fees on Fixed-Share Forward: Company may pay contract         fees (e.g., quarterly) on the Fixed-Share Forward Contract at         any desired annual rate (Depending on terms of particular SPACES         issuance, Company may not be required to pay contract fees on         the Fixed-Share Forward Contract). Company may have the right to         defer payment of contract fees on the Fixed-Share Forward         Contract until maturity of that contract.     -   Resettable Remarketable Debt         -   The Resettable Remarketable Debt may be issued by Company             with any desired principal amount (e.g., $25) and may have a             maturity of 5 years. Company may make interest payments             (e.g., on a quarterly basis) at any desired annual rate on             the principal amount (see note 5, below). After year 2½, the             interest rate on the Debt may be reset and the Debt may be             remarketed (see “Mechanics of Reset and Remarketing” below)             (see also note 6, below)         -   In the event of a failed remarketing, the Debt may be             puttable by investors at face value.     -   Mechanics of Reset and Remarketing: At year 2½, each holder of         the Debt (whether the Debt is held separately or as part of the         PACES) may determine whether it intends to participate in the         remarketing (see note 6, below) If holder(s) elect to         participate in the remarketing, an independent Remarketing Agent         may determine the appropriate Reset Rate and attempt to remarket         the notes on behalf of such holder(s) for an amount equal to at         least a certain percentage (e.g., 100.5%) of the Treasury         Consideration, where the Treasury Consideration is the amount of         Treasury Securities with a face amount at the Fixed-Share         Forward Contract settlement date sufficient to fund: (i) the         Fixed-Share Forward Contract Price; (ii) the interest payment         (e.g., quarterly) on the Debt such holder(s) would otherwise be         entitled to if the Debt were not reset and remarketed; and (iii)         any accrued and unpaid interest on the Debt. Holder(s) who elect         not to participate in the remarketing may be required to deliver         specified U.S. Treasury Securities to the Forward Contract Agent         on the designated date prior to the remarketing.     -   Transferability of the Debt: Subject to the requirement to post         substitute collateral (see “Substitution of Pledged Securities”         below), the Debt may be freely transferable.     -   Variable-Share Forward Contract         -   Pre-paid and irrevocable contract between Company and             investor(s) specifying the future receipt by Company of a             variable number of shares of its common stock in 3 years.             The number of shares deliverable by investor(s) to Company             (the “Settlement Rate”) may be determined, for example, by             the average trading price of the common stock over a 20-day             period ending on the third date prior to the maturity date             as summarized in Table 1, below:

TABLE 1 Stock Price # of Shares Stock Price ≦ Reference Price 0 shares Reference Price < Stock Price < # of shares = (SPACES issue Threshold Price (e.g., $30 (see price/Reference Price) * note 7, below)) [1-(Reference Price/Stock Price)] Stock Price ≧ Threshold Price # of shares = (SPACES issue price/Reference Price) * [1-(Reference Price/Threshold Price)] (e.g., 0.1667 shares) [note that “Reference Price” may be stock price at issuance and “Threshold Price” may be a conversion price]

-   -   -   Prior to maturity, Company may, at its option, fix the             Settlement Rate based on a pre-specified formula that is a             function of: (i) the average trading price of the common             stock over the 20-day period commencing on the day following             Company's election; and (ii) the Variable-Share Forward             Contract's remaining maturity.         -   The Variable-Share Forward Contract may automatically             terminate in the event of Company bankruptcy or if, in the             event of a failed remarketing, Company fails to pay put             proceeds to investor(s) who exercise their put rights on the             Resettable Remarketable Debt (see below).

    -   Contract Fees on Variable-Share Forward: Company may pay         contract fees (e.g., quarterly) on the Variable-Share Forward         Contract at any desired annual rate. Company may have the right         to defer payment of contract fees on the Variable-Share Forward         Contract until maturity of that contract.

    -   Right to Defer Contract Fees: Company may have the option (e.g.,         upon prior written notice to investor(s)) to defer the payment         of any contract fees on the Fixed-Share Forward Contract and the         Variable-Share Forward Contract until the respective maturities         of those contracts. Deferred contract fees may bear additional         contract fees at any desired rate per year. If the Fixed-Share         Forward Contract or Variable-Share Forward Contract is         terminated prior to its maturity (for example, in the case of         bankruptcy prior to maturity), investors' right to receive         contract fees and any deferred contract fees may also terminate.         If Company elects to defer the payment of Contract Fees until         maturity of the Fixed-Share Forward Contract or Variable-Share         Forward Contract, as the case may be, in lieu of cash,         investor(s) may receive Company common stock worth the amount of         deferred contract fees, based on the then stock price; provided,         however, that Company may not be required to deliver to         investor(s) more than a certain number of shares of common stock         as payment of the deferred contract fees.

    -   Substitution of Pledged Securities         -   The Debt may initially be pledged as collateral to secure             investors' obligations under the Fixed-Share Forward             Contract. However, each holder may have the right prior to             the remarketing of the Debt to substitute for the Debt held             by the collateral agent Treasury Securities maturing on the             maturity date of the Fixed-Share Forward Contract and with a             face amount equal to the principal amount of the Debt. Upon             the substitution of such collateral, the Debt may be             released to the holder, creating “Stripped PACES.”         -   A specified portion of the PACES (e.g., 0.1667 PACES) may             initially be pledged as collateral to secure investors'             obligations to deliver stock under the Variable-Share             Forward Contract. Upon settlement of the Fixed-Share Forward             Contract at year 2¾, the common stock issued with respect to             the PACES pledged as collateral may be retained by the             collateral agent to secure investors' obligations to deliver             stock to Company at year 3. However, each holder may have             the right to substitute for the PACES (or, in another             example, Stripped PACES) held by the collateral agent the             same number of shares of Company common stock. (The number             of shares which must be pledged as collateral may equal the             maximum number of shares deliverable under the             Variable-Share Forward Contract.) Upon the substitution of             such collateral, the PACES (or Stripped PACES) may be             released to the holder, creating “Stripped Forwards.”

    -   Listing of Stripped PACES and Stripped Forwards: If PACES,         Stripped PACES, Debt, or Stripped Forwards are separately traded         to a sufficient extent that applicable exchange listing         requirements are met, Company may endeavor to cause such         securities to be listed on the exchange on which the SPACES are         then listed.

    -   Recreating PACES and the Variable-Share Forward         -   Prior to the remarketing, a holder of Stripped PACES may             have the right to subsequently recreate PACES by delivering             Stripped PACES and the corresponding amount of Debt to the             collateral agent in exchange for PACES and the release of             the Treasury Securities previously pledged as collateral.         -   A holder of Stripped Forwards may have the right to             subsequently recreate Variable-Share Forward Contracts by             delivering Stripped Forwards and the requisite amount of             PACES in exchange for Variable-Share Forwards and the             release of the common stock previously pledged as             collateral.

    -   Bankruptcy or Default: In case of bankruptcy prior to maturity,         both the Fixed-Share Forward Contract and the Variable-Share         Forward Contract may automatically terminate. If, in the event         of a failed remarketing, investor(s) exercise the put right on         the Debt but Company fails to satisfy its obligations under that         put, the Variable-Share Forward Contract may terminate. In that         case, the maturity of the Fixed-Share Forward Contract may be         extended to the Extension Date, which (in one example) may be         six days after the original maturity date. Investor(s) may elect         to settle the Fixed-Share Forward Contract prior to the         Extension Date. If investor(s) have not settled the Fixed-Share         Forward Contract prior to the Extension Date, the Fixed-Share         Forward Contract may automatically terminate.

    -   Treasury/Agency-Collateralized SPACES         -   In lieu of Resettable Remarketable Debt, PACES may instead             contain Treasury Securities (or, in another example, US             Government Agency Securities) with a face amount at maturity             of the Fixed-Share Forward Contract equal to the Fixed-Share             Forward Contract Price.         -   Holder(s) of PACES may receive the yield on the Treasury             Securities (or US Government Agency Securities) in addition             to contract fees, if any, that Company pays on the             Fixed-Share Forward Contract.

    -   Notes on the SPACES example described above:         -   1) Maturity could be longer (or shorter), for example up to             4¾ years in the case of the Fixed-Share Forward Contract and             5 years in the case of the Variable-Share Forward Contract.             If the maturities of the Fixed-Share Forward Contract and             Variable-Share Forward Contract were extended, the maturity             of the Debt would correspondingly be extended as well (e.g.,             the Debt maturity would be 7 years (for example) if the             Fixed-Share Forward Contract was structured to have a             maturity of 4¾ years).         -   2) Alternatively, Debt may be floating-rate debt.         -   3) Date of rate reset and remarketing may be adjusted if the             Fixed-Share Forward Contract were structured to have a             longer (or shorter) maturity.         -   4) Number of shares underlying the Fixed-Share Forward             Contract=SPACES Issue Price/Reference Price.         -   5) Debt may be either fixed-rate or floating-rate debt.         -   6) Date of rate reset and remarketing may be adjusted if the             Fixed-Share Forward Contract (and the Debt) were structured             to have a longer (or shorter) maturity.         -   7) This example assumes Threshold Price is 20% above             Reference Price, but premium of Threshold Price to Reference             Price could be higher or lower.

An overview of another embodiment of the present invention will now be described. Of note, this embodiment of the present invention may hereinafter sometimes be referred to as a OUTER SPACES structure (or security). In any case, such a OUTER SPACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Summary Description         -   Security which assures Company opportunity to sell stock             (e.g., common stock) at the end of a certain time period             (e.g., three years)         -   Company issues OUTER SPACES consisting of:             -   PACES consisting of: (i) a 2¾-year (see note 1, below)                 post-paid forward contract to purchase a fixed number of                 shares (e.g., 0.833 shares) of Company common stock (the                 “Fixed-Share Forward Contract”) and (ii) 5-year (see                 note 1, below) debt (the “Resettable Remarketable Debt”                 or the “Debt”) to investors             -   a 3-year (see note 1, below) pre-paid forward contract                 to acquire a variable number of shares of Company common                 stock (the “Variable-Share Forward Contract”)     -   Fixed-Share Forward Contract         -   Maturity is 2¾ years (see note 1, below)         -   Obligates Company to sell and investor(s) to purchase at             maturity a fixed number of shares of Company common stock             for a fixed price             -   Purchase price may equal face amount of Debt         -   Depending on terms, Company may pay contract fees (e.g.,             quarterly) to investor(s) on the Fixed-Share Forward             Contract         -   Debt may initially be pledged as collateral to secure             investors' obligations under Fixed-Share Forward Contract             -   Investor(s) may have the right to recollateralize                 Fixed-Share Forward Contract with Treasury Securities     -   Resettable Remarketable Debt         -   Maturity is five years (see note 1, below)         -   Debt will pay fixed (see note 2, below) coupon (e.g.,             quarterly cash coupon), subject to reset at end of 2½ years             (see note 3, below)         -   After 2¾ years (see note 3, below), interest rate may be             reset and Debt may be remarketed to new investor(s) for at             least a certain percentage (e.g., 100.5%) of purchase price             of portfolio of Treasury Securities which defeases the             purchase price under the Fixed-Share Forward and the             remaining payment (e.g., quarterly) on the Debt through the             maturity of the Fixed-Share Forward Contract (assuming the             interest rate on the Debt is not reset)     -   Variable-Share Forward Contract         -   Maturity is three years         -   Obligates Company to deliver to investor(s) a variable             number of shares of its common stock             -   Investor(s) may pre-pay purchase price and may not need                 not pay for such stock at time of delivery     -   Treasury/Agency Collateralized OUTER SPACES         -   Variation on OUTER SPACES in which PACES consist of Treasury             Securities (or, in another example, US Government Agency             Securities) in lieu of Resettable Remarketable Debt         -   Treasury Securities (or Agency Securities) may have a face             amount at maturity of Fixed-Share Forward Contract equal to             Fixed-Share Forward Contract purchase price         -   Holder(s) of PACES receive yield on Treasury Securities (or             Agency Securities) in addition to contract payments, if any,             that Company makes on Fixed-Share Forward

Referring now to a specific example of the present invention, an OUTER SPACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Issuer: Any desired entity (the “Company”)     -   Issue Price: Any desired amount (e.g., $25 per OUTER SPACES when         Company stock price=$25=“Reference Price” [of note, the OUTER         SPACES price and the Company Stock Price/Reference Price do not         necessarily have to be equal]).     -   Securities:         -   SPACES consisting of:             -   PACES initially consisting of:                 -   a 2¾-year (see note 1, below) post-paid forward                     contract to purchase a fixed number of shares (e.g.,                     0.8333 shares) of Company common stock for cash (the                     “Fixed-Share Forward Contract”); and                 -   5-year (see note 1, below) debt (the “Resettable                     Remarketable Debt” or “Debt”). The Debt initially                     may be pledged as collateral to secure investors'                     purchase obligations under the Fixed-Share Forward                     Contract. (Alternatively, in lieu of Resettable                     Remarketable Debt, PACES may contain Treasury                     Securities or US Government Agency Securities (see                     “Treasury/Agency-Collateralized OUTER SPACES”                     below).)             -   a 3-year (see note 1, below) pre-paid forward contract                 to acquire a variable number of shares of Company common                 stock (the “Variable-Share Forward Contract”).     -   Fixed-Share Forward Contract         -   Irrevocable contract between Company and investor(s)             specifying the future sale by Company of a fixed number of             shares (e.g., 0.8333 shares (see note 4, below)) of its             common stock in exchange for a fixed dollar amount (the             “Fixed-Share Forward Contract Price”) in 3 years. The             Fixed-Share Forward Contract Price may equal the principal             amount of the Debt and may be payable only in cash (i.e.,             investor(s) may need to use cash to settle the Fixed-Share             Forward Contract).         -   Investor(s) may settle the Fixed-Share Forward Contract             prior to maturity.         -   The Fixed-Share Forward Contract may automatically terminate             in the event of Company bankruptcy. If, in the event of a             failed remarketing, Company fails to pay put proceeds to             investor(s) who exercise their put rights on the Resettable             Remarketable Debt (see below), the maturity of the             Fixed-Share Forward Contract may be extended to the             Extension Date, which (in one example) may be six days after             the original maturity date. Investor(s) may elect to settle             the Fixed-Share Forward Contract (e.g., with cash) prior to             the Extension Date. If investor(s) have not settled the             Fixed-Share Forward Contract prior to the Extension Date,             the Fixed-Share Forward Contract may automatically             terminate.     -   Contract Fees on Fixed-Share Forward Contract: Company may pay         contract fees (e.g., quarterly) on the Fixed-Share Forward         Contract at any desired annual rate of the Fixed-Share Forward         Contract Purchase Price. Company may have the right to defer         payment of contract fees on the Fixed-Share Forward Contract         until maturity of that contract.     -   Right to Defer Contract Fees: Company may have the option (e.g.,         upon prior written notice to investor(s)), to defer the payment         of any contract fees on the Fixed-Share Forward Contract until         maturity of that contracts. Deferred contract fees may bear         additional contract fees at any desired rate per year. If the         Fixed-Share Forward Contract is terminated prior to its maturity         (for example, in the case of bankruptcy prior to maturity),         investors' right to receive contract fees and any deferred         contract fees may also terminate. If Company elects to defer the         payment of Contract Fees until maturity of the Fixed-Share         Forward Contract, in lieu of cash investor(s) may receive         Company common stock worth the amount of deferred contract fees,         based on the then stock price; provided, however, that Company         may not necessarily be required to deliver to investor(s) more         than a certain number shares of common stock as payment of the         deferred contract fees.     -   Resettable Remarketable Debt         -   The Resettable Remarketable Debt may be issued by Company             with any desired principal amount (e.g., $25) and may have a             maturity of 5 years. Company may make interest payments             (e.g., on a quarterly basis) at any desired annual rate on             the principal amount (see note 5, below). After year 2½, the             interest rate on the Debt may be reset and the Debt may be             remarketed (see “Mechanics of Reset and Remarketing” below)             (see also note 6, below).         -   In the event of a failed remarketing, the Debt may be             puttable by investors at face value.     -   Mechanics of Reset and Remarketing: At year 2½, each holder of         the Debt (whether the Debt is held separately or as part of the         overall structure) may determine whether it intends to         participate in the remarketing (see note 7, below). If holder(s)         elect to participate in the remarketing, an independent         Remarketing Agent may determine the appropriate Reset Rate and         attempt to remarket the notes on behalf of such holder(s) for an         amount equal to at least a certain percentage (e.g., 100.5%) of         the Treasury Consideration, where the Treasury Consideration is         the amount of Treasury Securities with a face amount at the         Fixed-Share Forward Contract settlement date sufficient to         fund: (i) the Fixed-Share Forward Contract Price; (ii) the         payment (e.g., quarterly) on the Debt such holder(s) would         otherwise be entitled to if the Debt were not reset and         remarketed; and (iii) any accrued and unpaid interest on the         Debt. Holder(s) who elect not to participate in the remarketing         may be required to deliver specified U.S. Treasury Securities to         the Forward Contract Agent on the designated date prior to the         remarketing.     -   Transferability of the Debt: Subject to the requirement to post         substitute collateral (see “Substitution of Pledged Securities”         below), the Debt may be freely transferable.     -   Variable-Share Forward Contract         -   Pre-paid and irrevocable contract between Company and             investor(s) specifying the future receipt by investor(s) of             a variable number of shares of Company common stock in 3             years. The number of shares deliverable to investor(s) (the             “Settlement Rate”) may be determined (in one example) by the             average trading price of the common stock over a 20-day             period ending on the third date prior to the maturity date             as summarized in Table 2, below:

TABLE 2 Stock Price # of Shares Stock Price ≦ Reference Price # of shares = (OUTER SPACES issue price/Reference Price) * [1-(Reference Price/Threshold Price] (e.g., 0.1667 shares) Reference Price < Stock Price < # of shares = (OUTER SPACES issue Threshold Price (e.g., $30 (see price/Reference Price) * note 8, below)) [(Reference Price/Stock Price) - (Reference Price/Threshold Price)] Stock Price ≧ Threshold Price 0 shares

-   -   -   The Variable-Share Forward Contract may automatically             terminate in the event of Company bankruptcy or if, in the             event of a failed remarketing, Company fails to pay put             proceeds to investor(s) who exercise their put rights on the             Resettable Remarketable Debt (see below).

    -   Substitution of Pledged Securities: The Debt may initially be         pledged as collateral to secure investors' obligations under the         Fixed-Share Forward Contract. However, each holder may have the         right prior to the remarketing of the Debt to substitute for the         Debt held by the collateral agent Treasury Securities maturing         on the maturity date of the Fixed-Share Forward Contract and         with a face amount equal to the principal amount of the Debt.         Upon the substitution of such collateral, the Debt may be         released to the holder, creating “Stripped PACES.”

    -   Listing of Stripped PACES: If Stripped PACES and the Debt are         separately traded to a sufficient extent that applicable         exchange listing requirements are met, Company may endeavor to         cause such securities to be listed on the exchange on which the         OUTER SPACES are then listed.

    -   Recreating PACES: Prior to the remarketing, a holder of Stripped         PACES may have the right to subsequently recreate PACES by         delivering Stripped PACES and the corresponding amount of Debt         to the collateral agent in exchange for PACES and the release of         the Treasury Securities previously pledged as collateral.

    -   Bankruptcy or Default: In case of bankruptcy prior to maturity,         both the Fixed-Share Forward Contract and the Variable-Share         Forward Contract may automatically terminate. If, in the event         of a failed remarketing, investor(s) exercise the put right on         the Debt but Company fails to satisfy its obligations under that         put, the Variable-Share Forward Contract may terminate. In that         case, the maturity of the Fixed-Share Forward Contract may be         extended to the Extension Date, which (in one example) may be         six days after the original maturity date. Investor(s) may elect         to settle the Fixed-Share Forward Contract prior to the         Extension Date. If investor(s) have not settled the Fixed-Share         Forward Contract prior to the Extension Date, the Fixed-Share         Forward Contract may automatically terminate.

    -   Treasury/Agency-Collateralized OUTER SPACES         -   In lieu of Resettable Remarketable Debt, PACES may instead             contain Treasury Securities (or, in another example, US             Government Agency Securities) with a face amount at maturity             of the Fixed-Share Forward Contract equal to the Fixed-Share             Forward Contract Price.         -   Holder(s) of PACES may receive the yield on the Treasury             Securities (or US Government Agency Securities) in addition             to contract fees, if any, that Company pays on the             Fixed-Share Forward Contract.

    -   Notes on the OUTER SPACES example described above:         -   1) Maturity could be longer (or shorter), for example, up to             4¾ years in the case of the Fixed-Share Forward Contract and             5 years in the case of the Variable-Share Forward Contract.             If the maturities of the Fixed-Share Forward Contract and             Variable-Share Forward Contract were extended, for example,             the maturity of the Debt would correspondingly be extended             as well (e.g., the Debt maturity would, for example, be 7             years if the Fixed-Share Forward Contract was structured to             have a maturity of 4¾ years).         -   2) Alternatively, Debt may be floating-rate debt.         -   3) Date of rate reset and remarketing may be adjusted if the             Fixed-Share Forward Contract were structured to have a             longer (or shorter) maturity.         -   4) Number of shares underlying Fixed-Share Forward             Contract=SPACES Issue Price/Threshold Price.         -   5) Debt may be either fixed-rate or floating-rate debt.         -   6) Date of rate reset and remarketing may be adjusted if the             Fixed-Share Forward Contract (and the Debt) were structured             to have a longer (or shorter) maturity.         -   7) Date of rate reset and remarketing may be adjusted if the             Fixed-Share Forward Contract (and the Debt) were structured             to have a longer (or shorter) maturity.         -   8) This example assumes Threshold Price is 20% above             Reference Price, but premium of Threshold Price to Reference             Price could be higher or lower.

An overview of another embodiment of the present invention will now be described. Of note, this embodiment of the present invention may hereinafter sometimes be referred to as a FLAT SPACES structure (or security). In any case, such a FLAT SPACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Issuer: Any desired entity (the “Company”)     -   Securities         -   The issuance of FLAT SPACES contemplates:             -   The sale to investor(s) of Units initially consisting                 of:                 -   A certain number (e.g., 0.833) (see note 1, below)                     of net-share-settled warrants on Company common                     stock and with a 3-year (see note 2, below) maturity                     (the “Net-Share Settled Warrants”);                 -   a 3-year (see note 2, below) post-paid forward                     contract requiring investor(s) to purchase a                     variable number of shares of Company common stock if                     the stock price at maturity is above the stock price                     at issuance (the “Variable-Share Forward Contract”)                 -   5-year (see note 2, below) debt (the “Resettable                     Remarketable Debt” or “Debt”). The Debt may                     initially be pledged as collateral to secure                     investors' purchase obligations under both the                     Variable-Share Forward Contract and the Put Options                     (described below). (Alternatively, in lieu of                     Resettable Remarketable Debt, the Units may contain                     Treasury Securities or US Government Agency                     Securities (see “Treasury/Agency-Collateralized FLAT                     SPACES” below).)             -   The purchase by Company from the same investor(s) of a                 certain number (e.g., one) 3-year (see note 2, below)                 put option entitling Company to put one share of Company                 common stock to investor(s) at the strike price (the                 “Put Options”) (see note 3, below). Company may pay a                 portion of the purchase price upfront; the remainder may                 be paid to investor(s) through contract fees (e.g.,                 quarterly). The Debt may initially be pledged as                 collateral to secure investors' potential obligations                 under the Put Options.     -   Issue Price: Any desired amount (e.g., $$25 per FLAT SPACES when         Company stock price=$25=“Reference Price” [of note, the FLAT         SPACES price and the Company Stock Price/Reference Price do not         necessarily have to be equal]). The FLAT SPACES issue price may         be the issue price of the Units (a certain amount for the         Net-Share-Settled Warrants plus a certain amount for the         Variable-Share Forward Contract plus a certain amount for the         Debt), less an upfront price paid by Company for the Put         Options.     -   Net-Share-Settled Warrants         -   Warrants giving investor(s) the right to acquire Company             common stock for a fixed strike price (the “Warrant Strike             Price”) (e.g., $30) (see note 4, below). Warrants may need             to be net-share settled; accordingly, upon exercise             investor(s) may receive a variable number of shares based on             the stock price at maturity. The number of shares             investor(s) are entitled to receive may be determined, for             example, by the average trading price of the common stock             over a 20-day period ending on the third date prior to the             maturity date as summarized by the following formula:             -   (FLAT SPACES Issue Price/Warrant Strike Price)*(Stock                 Price−Warrant Strike Price)/Stock Price     -   Variable-Share Forward Contract         -   Post-paid and irrevocable contract between Company and             investor(s) specifying the future sale by Company of a             variable number of shares of its common stock in exchange             for a fixed dollar amount (the “Variable-Share Forward             Contract Price”) in 3 years, for example, provided that the             stock price is above the Reference Price (e.g., $25). The             Variable-Share Forward Contract Price may equal the             principal amount of the Debt and may be payable only in cash             (i.e., investors may need to use cash to settle the             Variable-Share Forward Contract). In exchange for cash in an             amount equal to the Variable-Share Forward Contract Price,             investor(s) may receive common stock worth the             Variable-Share Forward Contract Price. The number of shares             deliverable by Company to investor(s) (the “Settlement             Rate”) may be determined, for example, by the average             trading price of the common stock over a 20-day period             ending on the third date prior to the maturity date.         -   The Variable-Share Forward Contract may automatically             terminate in the event of Company bankruptcy. If, in the             event of a failed remarketing, Company fails to pay put             proceeds to investors who exercise their put rights on the             Resettable Remarketable Debt (see below), the maturity of             the Variable-Share Forward Contract may be extended to the             Extension Date, which (in one example) may be six days after             the original maturity date. Investor(s) may elect to settle             the Variable-Share Forward Contract prior to the Extension             Date. If investor(s) have not settled the Variable-Share             Forward Contract prior to the Extension Date, the             Variable-Share Forward Contract may automatically terminate.     -   Resettable Remarketable Debt         -   The Resettable Remarketable Debt may be issued by Company             with a principal amount, for example, of $25 and may have a             maturity of 5 years. Company may make interest payments             (e.g., on a quarterly basis) at any desired annual rate on             the principal amount (see note 5, below). After year 2¾, the             interest rate on the Debt may be reset and the Debt may be             remarketed (see “Mechanics of Reset and Remarketing” below)             (see also note 6, below).         -   In the event of a failed remarketing, the Debt may be             puttable by investors at face value.     -   Mechanics of Reset and Remarketing         -   At year 2¾, each holder of the Debt (whether the Debt is             held separately or as part of the overall structure) may             determine whether it intends to participate in the             remarketing. (see note 6, below) If holder(s) elect to             participate in the remarketing, an independent Remarketing             Agent may determine the appropriate Reset Rate and attempt             to remarket the notes on behalf of such holder(s) for an             amount equal to at least a certain percentage (e.g., 100.5%)             of the Treasury Consideration, where the Treasury             Consideration is the amount of Treasury Securities with a             face amount at the maturity date of both the Variable-Share             Forward Contract and the Put Options sufficient to fund: (i)             either the Variable-Share Forward Contract Price or the Put             Strike Price; (ii) the interest payment (e.g., quarterly) on             the Debt such holder(s) would otherwise be entitled to if             the Debt were not reset and remarketed; and (iii) any             accrued and unpaid interest on the Debt.         -   Holder(s) who elect not to participate in the remarketing             may be required to deliver specified U.S. Treasury             Securities to the Collateral Agent on the designated date             prior to the remarketing.     -   Transferability of the Debt: Subject to the requirement to post         substitute collateral (see “Substitution of Pledged Securities”         below), the Debt may be freely transferable.     -   Put Options         -   Each Put Option may give Company the right to put one share             of its common stock for a fixed price (the “Put Strike             Price”) at year 3. The Put Strike Price may equal the             Reference Price and may be payable only in cash. In             connection with each FLAT SPACES, Company may purchase from             investor(s) a certain number (e.g., one) (see note 3, below)             of Put Option(s), so the aggregate strike price on puts             associated with each FLAT SPACES will equal the principal             amount of the Debt.         -   The Put Options may automatically terminate in the event of             Company bankruptcy or if, in the event of a failed             remarketing, Company fails to pay put proceeds to             investor(s) who exercise their put rights on the Resettable             Remarketable Debt (see below).     -   Contract Fees on Variable-Share Forward: Company may pay         contract fees (e.g., quarterly) on the Put Options at any         desired annual rate.     -   Substitution of Pledged Securities: The Debt may initially be         pledged as collateral to secure investors' obligations under the         Variable-Share Forward Contract and the Put Options. However,         each holder may have the right prior to the remarketing of the         Debt to substitute for the Debt held by the collateral agent         Treasury Securities maturing on the maturity date of the         Fixed-Share Forward Contract and with a face amount equal the         principal amount of the Debt. The Debt (or Treasury Securities)         may serve as collateral for both the Variable-Share Forward         Contract and the Put Options. Each holder, however, may have the         right to separate the Variable-Share Forward from the Put         Options by posting additional collateral (either the Debt or         Treasury Securities), so that there is separate collateral for         each of the Variable-Share Forward Contract and the Put Options.     -   Bankruptcy or Default: In case of bankruptcy prior to maturity,         both the Variable-Share Forward Contract and the Put Options may         automatically terminate. If, in the event of a failed         remarketing, investor(s) exercise the put right on the Debt but         Company fails to satisfy its obligations under that put, the Put         Options may terminate. In that case, the maturity of the         Variable-Share Forward Contract may be extended to the Extension         Date, which (in one example) may be six days after the original         maturity date. Investor(s) may elect to settle the         Variable-Share Forward Contract prior to the Extension Date. If         investor(s) have not settled the Variable-Share Forward Contract         prior to the Extension Date, the Variable-Share Forward Contract         may automatically terminate.     -   Treasury/Agency-Collateralized SPACES         -   In lieu of Resettable Remarketable Debt, Units may instead             contain Treasury Securities (or, in another example, US             Government Agency Securities) with a face amount at maturity             of the Variable-Share Forward Contract and Put Options equal             to the Variable-Share Forward Contract Price or Put Strike             Price (the Variable-Share Forward Contract Price will equal             the Put Strike Price).         -   Holder(s) of Units may receive the yield on the Treasury             Securities (or US Government Agency Securities) in addition             to contract fees, if any, that Company pays on the Put             Options.     -   Notes on the FLAT SPACES example described above:         -   1) The number of warrants included in each unit=FLAT SPACES             Issue Price/Warrant Strike Price.         -   2) Maturity could be longer (or shorter), for example, up to             5 years for the Net-Share-Settled Warrant, the             Variable-Share Forward Contract, and the Put. If the             maturities of those instruments were extended, for example,             the maturity of the Debt would correspondingly be extended             as well (e.g., the maturity of the Debt would be, in one             example, 7 years if the Variable-Share Forward Contract were             structured to have a maturity of 5 years).         -   3) The number of put options purchased by Company per FLAT             SPACES=FLAT SPACES Issue Price/Reference Price.         -   4) Warrant Strike Price shown in this example represents a             premium of 20% above the Reference Price, but premium could             be higher or lower.         -   5) Debt may be fixed-rate or floating-rate debt.         -   6) Date of reset and remarketing may be adjusted if the FLAT             SPACES were structured to have a longer (or shorter)             maturity (i.e., if the various components of FLAT SPACES             each had a longer (or shorter) maturity).

An overview of another embodiment of the present invention will now be described. Of note, this embodiment of the present invention may hereinafter sometimes be referred to as a COMMON SPACES structure (or security). In any case, such a COMMON SPACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Summary Description         -   Company does the following (may be carried out essentially             simultaneously):             -   Sells common stock to investor(s)             -   Purchases from the same investors(s) a 3-year (or, in                 another example, 5-year) pre-paid forward contract to                 acquire a variable number of shares of Company common                 stock (the “Variable-Share Forward Contract”)             -   The two instruments above may be sold as a unit     -   Variable-Share Forward Contract         -   Maturity is three years (or, in another example, five years)         -   Obligates investor(s) to deliver to Company a variable             number of shares depending on stock price at maturity             -   Company may pre-pay purchase price and may not need pay                 for such stock at time of delivery             -   Purchase price may funded through contract payments                 (e.g., quarterly) by Company         -   Prior to maturity, Company may have the right to fix the             number of shares underlying the Variable-Share Forward             Contract (e.g., based on a pre-specified formula that is a             function of then-current stock price and remaining maturity)         -   Specified amount of common stock may initially be pledged as             collateral to secure investors' obligations to deliver stock             pursuant to the Variable-Share Forward (number of shares of             common stock which must be pledged may equal the maximum             number of shares deliverable under that contract)

Referring now to a specific example of the present invention, a COMMON SPACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Issuer: Any desired entity (the “Company”)     -   Securities         -   The issuance of COMMON SPACES contemplates:             -   The sale to investor(s) of common stock (e.g., 1 share);                 and             -   The purchase by Company from the same investor(s) of a                 3-year (or, in another example, 5-year) pre-paid forward                 contract to acquire a variable number of shares of                 Company common stock (the “Variable-Share Forward                 Contract”). Company may pay the purchase price to                 investor(s) through contract fees (e.g., quarterly). A                 specified amount of the common stock may be pledged as                 collateral to secure investors' obligations to deliver                 common stock to Company under the Variable-Share Forward                 Contract.     -   Issue Price: Any desired amount (e.g., $25 per COMMON SPACES         when Company stock price=$25 [of note, the two values do not         necessarily have to be equal]).     -   Variable-Share Forward Contract         -   Pre-paid and irrevocable contract between Company and             investor(s) specifying the future receipt by Company of a             variable number of shares of its common stock in 3 years.             The number of shares deliverable by investors to Company             (the “Settlement Rate”) may be determined, for example, by             the average trading price of the common stock over a 20-day             period ending on the third date prior to the maturity date             as summarized in the Table 3, below:

TABLE 3 Stock Price # of Shares Stock Price ≦ $25 0 shares $25 < Stock Price < $30 # of shares given by formula: 1 − ($25/Stock Price) Stock Price ≧ $30 0.1667 shares

-   -   -   Prior to maturity, Company may, at its option, fix the             Settlement Rate based on a pre-specified formula (e.g.,             which formula is a function of the average trading price of             the common stock over the 20-day period ending on the third             date prior to the Company's election and the Variable-Share             Forward Contract's remaining maturity).         -   The Variable-Share Forward Contract may automatically             terminate in the event of Company bankruptcy.

    -   Contract Fees on Variable-Share Forward: Company may pay         contract fees (e.g., quarterly) on the Variable-Share Forward         Contract at any desired annual rate.

    -   Bankruptcy or Default: In case of bankruptcy prior to maturity,         the Variable-Share Forward Contract may automatically terminate.

An overview of another SPACES-type embodiment of the present invention will now be described. Such a SPACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Summary Description         -   Security structure which assures Issuer opportunity to sell             stock (e.g., common stock) at the end of, for example, three             years or before         -   At inception, Issuer does the following (which may be done             essentially simultaneously):             -   Purchases from investor(s) an option to put a capped                 variable number of shares of its common stock                 (“Recollaterizable Three-Year American Issuer Put”)             -   Issues debt (or trust preferred) (“Resettable                 Remarketable Five-Year Debt”) to same investor(s)             -   Sells a net-share-settled warrant on its common stock                 (“Separable Net-Share-Settled Three-Year European                 Investor Warrant”) to same or other investor(s)         -   Issue price paid by investors(s) for Warrant may equal             purchase price paid by issuer for Put         -   During term of Put, Issuer may pay a contract adjustment             payment (e.g., fixed quarterly cash payment)         -   During term of Debt, Issuer may pay a coupon (e.g.,             quarterly cash coupon), which has an initial fixed level         -   Sum of fixed payment on Put and initial fixed coupon on Debt             is defined as Fixed Total Payment     -   Recollaterizable Three-Year American Issuer Put         -   Maturity is three years         -   Before maturity Issuer may have the right (e.g., upon ninety             days' notice) to put the maximum number of shares, for cash             equal to principal of Debt, less sum of all remaining Fixed             Total Payments through maturity of Put         -   At maturity, Issuer may have right to put a capped variable             number of shares to investor(s), for cash equal to principal             of Debt         -   Debt may initially be pledged as collateral to secure             investors' obligations under the Put         -   Investor(s) may have right to recollateralize Put with             Treasury Bills equal to principal of Debt     -   Resettable Remarketable Five-Year Debt         -   Initial maturity is five years         -   Initial coupon is fixed (e.g., quarterly cash coupon)         -   Either upon Issuer notice of exercise of Put prior to 2.75             years (for example), or automatically at end of 2.75 years             (for example):             -   The remaining maturity of the Debt may be reset (e.g.,                 to 2.25 years)             -   The interest rate may be reset so that the Debt can be                 sold for a certain percentage (e.g., 100.5%) of purchase                 price of treasury portfolio which defeases exercise                 price of Put and remaining Total Payments through                 exercise date             -   The Debt may be remarketed to new investors     -   Separable Net-Share-Settled Three-Year European Investor Warrant         -   Maturity is three years         -   Warrant may be exercisable only at maturity         -   Warrant may entitle investor(s) to a number of shares equal             to: (issue price/warrant strike price)*(stock price−warrant             strike price)/stock price         -   Warrant may be immediately separable from Debt and from Put

Referring now to a specific example of the SPACES-type embodiment discussed above, such SPACES structure may have the following characteristics (the specific dates, time periods, interest rates and the like are, of course, provided simply as examples which are intended to be illustrative and not restrictive):

-   -   Illustrative Terms         -   Stock Price At Issuance: Any desired amount (e.g., $100)         -   Total Issue Price: Any desired amount (e.g., $100)         -   Fixed Total Payments: Any desired amount (e.g., 7.5% per             annum)     -   Debt Terms         -   Principal Amount: Any desired amount (e.g., $100)         -   Issue Price: Any desired amount (e.g., $100)         -   Maturity: Any desired time (e.g., 5 years)         -   Cash Coupon: Any desired amount (e.g., 5% per annum (subject             to reset))     -   Warrant Terms         -   Warrant Strike Price: Any desired amount (e.g., $120)         -   Price Paid By Investors: Any desired amount (e.g., $15)         -   Maturity: Any desired time (e.g., 3 years)     -   Put Terms         -   Put Strike Price: Any desired amount (e.g., $100)         -   Price Paid By Issuer: Any desired amount (e.g., $15)         -   Maturity: Any desired time (e.g., 3 years)         -   Contract Payment: Any desired amount (e.g., 2.5% per annum)     -   At End of 3 Years (Maturity)         -   Note: Issuer may have the right to exercise Put prior to             maturity. For the purposes of this example, however, it is             assumed that issuer does not exercise Put until maturity.         -   Case 1:             -   Stock Price ≦$100             -   Assumed Stock Price: $90             -   Total Shares Received by Investors=1 share             -   Warrant: Investors don't exercise Warrant             -   Put: Number of Shares Put by Issuer=1 share         -   Case 2             -   $100 ≦Stock Price ≦$120             -   Assumed Stock Price: $110             -   Total Shares Received by Investors=0.9091 shares             -   Warrant: Investors don't exercise Warrant             -   Put: Number of Shares Put by Issuer=0.9091 shares         -   Case 3             -   Stock Price ≧$120             -   Assumed Stock Price: $130             -   Total Shares Received by Investors=0.8333 shares             -   Warrant: Number of Shares Received by Investors=0.0641                 shares             -   Put: Number of Shares Put by Issuer=0.7692 shares

In another embodiment, a net accretion may result from a purchased variable share repurchase contract (e.g., for a low P/E issuer).

In another embodiment, one or more instruments (e.g., debt, forward contract) may be sold as a unit.

In additional embodiments: (a) the PACES may be stripped (e.g., by an investor) into components and formed to trade separately; (b) the SPACES may be formed of PACES plus a call spread purchased by the issuer (which call spread may be structured as a pre-paid variable-share forward; (c) the SPACES may be backed by one or more assets; (d) the OUTER SPACES may be formed of PACES plus a put spread sold by the issuer (which put spread may be structured as a pre-paid variable-share forward); and/or (e) the COMMON SPACES may be formed of common stock (or any equity) plus a call spread purchased by the issuer (which call spread may be structured as a pre-paid variable-share forward).

Of note, the method embodiments described herein may, of course, be implemented using any appropriate computer hardware and/or computer software. In this regard, those of ordinary skill in the art are well versed in the type of computer hardware that may be used (e.g., a mainframe, a mini-computer, a personal computer (“PC”), a network (e.g., an intranet and/or the Internet)), the type of computer programming techniques that may be used (e.g., object oriented programming), and the type of computer programming languages that may be used (e.g., C++, Basic). The aforementioned examples are, of course, illustrative and not restrictive.

While a number of embodiments of the present invention have been described, it is understood that these embodiments are illustrative only, and not restrictive, and that many modifications may become apparent to those of ordinary skill in the art. For example, certain methods have been described herein as being “computer implementable”. In this regard it is noted that while such methods can be implemented using a computer, the methods do not necessarily have to be implemented using a computer. Also, to the extent that such methods are implemented using a computer, not every step must necessarily be implemented using a computer. Further, the various steps may be performed in any desired order. Further still, the invention may be used in the context of one or more issuers and/or one or more investors. Further still, the first entity may comprise one or more issuing companies and the second entity may comprise one or more investors. 

1. A share sale assurance computer-implemented method, comprising: receiving collateral security data including a collateral security issue price and a collateral security issue-date stock price, as well as variable share forward-contract data including a variable-share forward-contract maturity date; generating a variable-share determination trigger through a comparison of a current date to the variable-share forward-contract maturity date; determining a current stock price derived from current market data or an average historical stock trading price in accordance with the variable-share forward-contract data; calculating, via a computer, a number of shares associated with the variable-share forward-contract as a product of a ratio of the collateral security issue price to the collateral security issue-date stock price and a multiplier derived from a ratio of the collateral security issue-date stock price to the determined current stock price; and executing a transaction for the calculated number of shares associated with a variable-share forward-contract identified in the variable-share forward-contract data.
 2. The method of claim 1, wherein the fixed-share forward-contract and debt collateral security data includes a face value of a debt sold to an entity and data on a fixed-share forward-contract sold by a company to the entity obligating a purchase of a fixed number of shares of the company at a fixed share price.
 3. The method of claim 2, wherein the fixed-share forward-contract is post-paid.
 4. The method of claim 2, wherein the face value of the debt equals a product of the fixed number of shares and the fixed share price.
 5. The method of claim 2, wherein the debt is pledged as collateral to secure the obligation of the entity to purchase the fixed number of shares of the company at the fixed share price.
 6. The method of claim 5, wherein a maturity date of the fixed-share forward-contract is prior to the variable-share forward-contract maturity date.
 7. The method of claim 2, wherein the debt includes a resettable, remarketable debt.
 8. The method of claim 2, wherein the debt includes a treasury security.
 9. The method of claim 1, wherein the variable share forward-contract is purchased by a company from an entity and obligates the entity to sell the calculated number of shares to the company.
 10. The method of claim 9, wherein the variable-share forward-contract is pre-paid.
 11. The method of claim 1, wherein a purchase price for the variable-share forward-contract equals a purchase price of the calculated number of shares.
 12. The method of claim 1, wherein the current stock price is determined upon generating the variable-share determination trigger.
 13. A share sale assurance system, comprising: a processor; and a memory disposed in communication with the processor and storing processor-executable instructions, the instructions comprising instructions to: receive collateral security data including a collateral security issue price and a collateral security issue-date stock price, as well as variable share forward-contract data including a variable-share forward-contract maturity date; generate a variable-share determination trigger through a comparison of a current date to the variable-share forward-contract maturity date; determine a current stock price derived from current market data or an average historical stock trading price in accordance with the variable-share forward-contract data; calculate a number of shares associated with the variable-share forward-contract as a product of a ratio of the collateral security issue price to the collateral security issue-date stock price and a multiplier derived from a ratio of the collateral security issue-date stock price to the determined current stock price; and execute a transaction for the calculated number of shares associated with a variable-share forward-contract identified in the variable-share forward-contract data.
 14. The system of claim 1, wherein the fixed-share forward-contract and debt collateral security data includes a face value of a debt sold to an entity and data on a fixed-share forward-contract sold by a company to the entity obligating a purchase of a fixed number of shares of the company at a fixed share price.
 15. The system of claim 2, wherein the fixed-share forward-contract is post-paid.
 16. The system of claim 2, wherein the face value of the debt equals a product of the fixed number of shares and the fixed share price.
 17. The system of claim 2, wherein the debt is pledged as collateral to secure the obligation of the entity to purchase the fixed number of shares of the company at the fixed share price.
 18. The system of claim 5, wherein a maturity date of the fixed-share forward-contract is prior to the variable-share forward-contract maturity date.
 19. The system of claim 2, wherein the debt includes a resettable, remarketable debt.
 20. The system of claim 2, wherein the debt includes a treasury security.
 21. The system of claim 1, wherein the variable share forward-contract is purchased by a company from an entity and obligates the entity to sell the calculated number of shares to the company.
 22. The system of claim 9, wherein the variable-share forward-contract is pre-paid.
 23. The system of claim 1, wherein a purchase price for the variable-share forward-contract equals a purchase price of the calculated number of shares.
 24. The system of claim 1, wherein the current stock price is determined upon generating the variable-share determination trigger.
 25. A non-transitory computer-readable medium tangibly storing computer-executable share sale assurance instructions, the instructions comprising instructions to: receive collateral security data including a collateral security issue price and a collateral security issue-date stock price, as well as variable share forward-contract data including a variable-share forward-contract maturity date; generate a variable-share determination trigger through a comparison of a current date to the variable-share forward-contract maturity date; determine a current stock price derived from current market data or an average historical stock trading price in accordance with the variable-share forward-contract data; calculate a number of shares associated with the variable-share forward-contract as a product of a ratio of the collateral security issue price to the collateral security issue-date stock price and a multiplier derived from a ratio of the collateral security issue-date stock price to the determined current stock price; and execute a transaction for the calculated number of shares associated with a variable-share forward-contract identified in the variable-share forward-contract data. 